Incorporation; Good Standing. The Company # is a company duly organized, validly existing and in good standing under the laws of Bermuda, # has all requisite corporate (or the equivalent company) power to own its property and conduct its business as now conducted and as presently contemplated, and # is in good standing as a foreign corporation (or similar business entity) and is duly authorized to do business in each jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a Material Adverse Effect.

Good Standing Certificates. A certificate evidencing good standing of the Company and the Guarantors in their respective jurisdictions of organization as of a recent date. A certificate evidencing qualification by such entity as a foreign corporation in good standing issued by the Secretaries of State (or comparable office) as of a recent date in such other jurisdictions as the Initial Purchasers may reasonably request.

Closing Certificate; Certified Articles of Incorporation; Good Standing Certificate. The Lender shall have received # a certificate of the Borrower, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents, # identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and the Financial Officers, and # contain appropriate attachments, including the articles of incorporation of the Borrower certified by the relevant authority of the jurisdiction of organization of the Borrower and a true and correct copy of its bylaws (or certification that there has been no change to the bylaws since the copy previously delivered to the Lender), and # a long form good standing certificate for the Borrower from its jurisdiction of organization.

Good Standing Certificate

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Good Standing Certificates and Certified Charters. A certificate issued by the Secretary of State of Delaware indicating that the Company is in good standing within such jurisdiction and the Company’s Certificate of Incorporation certified by the Secretary of State of Delaware. A certificate issued by the Secretary of the State of New Jersey indicating that Seller is in good standing within such jurisdiction and Seller’s Certificate of Incorporation certified by the Secretary of State of New Jersey.

Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business except where failure to qualify in such jurisdiction would not reasonably be expected to have a Material Adverse Effect.

The Seller is a public limited liability no par value company duly organized, validly existing and in good standing under the laws of Jersey, [[Person A:Person]]. The Seller has all corporate power and authority to own or lease and to operate and use its properties and to carry on its business as now conducted. The Seller is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of its business or the nature of its properties makes such qualification or licensing necessary.

The Buyer is an exempted company incorporated in the Cayman Islands with limited liability. The Buyer has the requisite power and authority to own or lease and to operate and use its properties and to carry on its business as now conducted.

Certificates of Good Standing. ​ shall have received certificates of corporate good standing or legal existence of the Bank as of a recent date.